In the ninth resolution, in accordance with article L.22-10-8 II of the French Commercial Code, shareholders are invited to approve the compensation policy applicable to the Chairwoman and Chief Executive Officer approved by the Board of Directors.
These compensation principles and criteria are applied in the context of the appointment of Sophie Bellon as Chairwoman and Chief Executive Officer, i.e., from March 1 to August 31, 2022, thus ending the interim period that followed the termination of the term of office of Denis Machuel as Chief Executive Officer on September 30, 2021, and the combination of the duties of Chairwoman and Chief Executive Officer as at March 1, 2022.
The compensation policy applicable to the Chairwoman of the Board of Directors for Fiscal 2022 was unchanged from that approved at the Ordinary Annual Shareholders’ Meeting of January 12, 2021.
The compensation policy and structure of the Chairwoman and Chief Executive Officer are consistent with the compensation policy for the Chief Executive Officer approved by the Annual Shareholders Meeting of December 14, 2021. It consists of fixed annual compensation of 900,000 euros, paid on a pro rata basis for Fiscal 2022; annual variable compensation on a pro rata basis that is equal, if the objectives are achieved, to 100% of the fixed compensation; the possibility of allocating performance shares, up to a limit of 150% of the total annual compensation; a supplementary pension plan; benefits post term of office; and other components of compensation (benefits from collective health and benefit plans, as well as a company car).
The compensation policy submitted for shareholder approval is proposed by the Board of Directors based on the recommendation of the Compensation Committee and is presented in the Board of Directors’ Corporate Governance Report provided in Section 6.5.1 of this Fiscal 2022 Universal Registration Document.
Having considered the Board of Directors’ Report, the Shareholders’ Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders’ Meetings and in accordance with article L.22-10-8 II of the French Commercial Code, approves the compensation policy applicable to the Chairwoman and Chief Executive Officer for the period from March 1 to August 31, 2022, as set by the Company’s Board of Directors based on the recommendation of the Compensation Committee and as described in the Corporate Governance Report prepared in compliance with article L.225-37 of the French Commercial Code and detailed in Section 6.5.1 of this Fiscal 2022 Universal Registration Document.
In the tenth resolution, in accordance with article L.22-10-34 II of the French Commercial Code, shareholders are invited to approve the fixed and variable components of the total compensation and benefits paid during or awarded for Fiscal 2022 to Sophie Bellon, Chairwoman of the Board of Directors, then Chairwoman and Chief Executive Officer.
These components were determined by the Board of Directors based on the recommendations of the Compensation Committee pursuant to the information communicated on March 1, 2022, when she was appointed as Chairwoman and Chief Executive Officer, and are detailed in the Board of Directors’ Corporate Governance Report provided in Section 6.5.2 of this Fiscal 2022 Universal Registration Document.
Having considered the Board of Directors’ Report, the Shareholders’ Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders’ Meetings and in accordance with article L.22-10-34 II of the French Commercial Code, approves the components of the total compensation and benefits paid during or awarded for the fiscal year ended August 31, 2022, to Sophie Bellon, Chairwoman of the Board of Directors, then Chairwoman and Chief Executive Officer, as described in the Corporate Governance Report prepared in compliance with article L.225-37 of the French Commercial Code and detailed in Section 6.5.2 of this Fiscal 2022 Universal Registration Document.
